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Fractyl Health, Inc. (GUTS) is calling a virtual special stockholder meeting on September 24, 2026 at 12:00 p.m. Eastern to vote on a single proposal authorizing its Board to implement a reverse stock split of the common stock at any ratio between 1‑for‑5 and 1‑for‑15, at the Board’s discretion, within 12 months.
There were 159,179,848 shares of common stock outstanding and entitled to vote as of the August 21, 2026 record date. The company states the reverse split is intended primarily to raise the per‑share trading price to help regain and maintain compliance with Nasdaq’s $1.00 Minimum Bid Price Requirement after receiving a deficiency notice in March 2026. The split would reduce shares outstanding but leave the authorized common stock at 300,000,000, increasing the number of authorized but unissued shares.
The reverse split would proportionally adjust outstanding options, RSUs and warrants (fewer shares, higher exercise prices) and aggregate fractional interests into cash payments based on the average closing price over the five trading days before effectiveness. Ownership percentages and voting power per holder are expected to remain essentially unchanged, aside from holders whose positions are entirely cashed out due to fractional shares.
Fractyl Health, Inc. is calling a virtual special stockholder meeting on September 24, 2026 to vote on a single proposal: approval of a reverse stock split of its common stock at a ratio between 1‑for‑5 and 1‑for‑15, at the Board’s discretion. As of June 30, 2026, Fractyl had 158,648,963 common shares outstanding and authorization for 300,000,000 shares in total.
The Board states the main reason is to help regain compliance with Nasdaq’s $1.00 Minimum Bid Price Requirement. Fractyl received a Nasdaq deficiency notice on March 13, 2026 after its stock traded below $1.00 for 30 consecutive business days and has until September 9, 2026 to cure, but has not yet done so and does not expect to qualify for transfer to the Nasdaq Capital Market. A reverse split would reduce outstanding shares (for example to 15,864,896 at a 1‑for‑10 ratio) but leave the 300,000,000 authorized share count unchanged, increasing the pool of unissued shares available for future use.
The reverse split would proportionally adjust outstanding equity awards, including 19,389,492 options at a weighted average exercise price of $3.60, and no fractional shares would be issued; instead, holders would receive cash based on the average closing price over five days. The company describes the transaction as a tax‑free recapitalization for most U.S. stockholders, with cash in lieu of fractional shares generally taxed as a capital gain or loss.
Fractyl Health, Inc. reported a Q2 2026 net loss of $25.5 million and a six‑month 2026 net loss of $16.3 million, with no product revenue as it remains a clinical‑stage company. Operating expenses were driven by $13.8 million of research and development and $5.3 million of selling, general and administrative costs in the quarter.
For the six months, research and development spending was $29.4 million, down from the prior year period due to lower Revita and Rejuva program costs and reduced headcount. Other income reflected a $24.6 million non‑cash gain from the change in fair value of warrant liabilities, partly offset by losses on notes payable.
Cash and cash equivalents were $47.1 million as of June 30, 2026, with net cash used in operating activities of $38.4 million in the first half. Management expects existing cash to fund operations into early 2027 but concluded there is substantial doubt about the company’s ability to continue as a going concern for at least 12 months from issuance without additional financing or cost reductions.
Clinically, Fractyl reported encouraging weight‑maintenance data from its Revita REMAIN‑1 program and advanced its Rejuva gene therapy platform, including CTA authorization in the Netherlands and ethics approval in Australia for lead candidate RJVA‑001.
Fractyl Health, Inc. reported second quarter 2026 results and clinical progress for its obesity and type 2 diabetes programs. For the quarter ended June 30, 2026, research and development expenses were $13.8 million versus $21.2 million a year earlier, and selling, general and administrative expenses were $5.3 million versus $4.9 million. Net loss was $25.5 million compared with $27.9 million, while Adjusted EBITDA was a loss of $16.3 million versus a $24.0 million loss.
As of June 30, 2026, Fractyl held $47.1 million in cash and cash equivalents and expects this to fund operations into early 2027. The balance sheet showed total assets of $82.0 million and a stockholders’ equity deficit of $1.7 million.
Clinically, one-year randomized REMAIN-1 Midpoint Cohort data showed Revita-treated patients in an optimized subgroup maintained about 84% of prior GLP-1-induced weight loss versus 46% with sham, with no device- or procedure-related serious adverse events through one year. Open-label REVEAL-1 data showed maintenance of roughly 78% of GLP-1-induced weight loss. The REMAIN-1 Pivotal Cohort six-month topline readout is expected in early Q4 2026, with a potential FDA De Novo submission in late Q4 2026. Rejuva gene therapy candidate RJVA-001 received Clinical Trial Authorization in the Netherlands and ethics approval in Australia, with first-in-human dosing and preliminary data targeted for the second half of 2026.
Fractyl Health, Inc. reported randomized one-year data from the REMAIN-1 Midpoint Cohort evaluating its investigational Revita DMR System for weight maintenance after GLP-1 therapy discontinuation in adults with obesity. In the modified intention-to-treat population (N=45), a single Revita procedure reduced least-squares mean weight regain to 7.8% of body weight versus 13.0% with sham, a reduction of about 40% (n=29 Revita, 16 sham).
Among participants receiving complete duodenal ablation >14 cm, Revita patients had 4.8% weight regain versus 13.0% with sham, maintaining about 81% of GLP-1–induced weight loss at one year versus 48% with sham. In an optimized subgroup (complete ablation and ≥17.5% GLP-1 run-in loss), Revita maintained about 84% of weight loss versus 46% with sham (least-squares mean regain 4.1% vs 13.5%). The company notes these descriptive Midpoint results are not powered for formal inference but inform the pivotal design.
The weight-maintenance responder rate (≥5% total body weight loss vs pre-tirzepatide at one year), against an FDA performance goal >50%, was 73% in the Midpoint mITT population and 91% in the complete ablation group. No device- or procedure-related serious adverse events occurred; overall TEAE rates were 24% for Revita and 25% for sham, with one new diagnosis of type 2 diabetes in the sham arm and none with Revita. The REMAIN-1 Pivotal Cohort (≈315 patients) is fully randomized, with six-month topline data anticipated in early Q4 2026 and a potential FDA De Novo marketing application submission in late Q4 2026. Fractyl reports $63M of cash on hand at the end of Q1 2026, with runway into early 2027.
FRACTYL HEALTH, INC. director Ajay Royan made an open-market purchase of 23,000 shares of common stock on June 12, 2026 at a price of $0.852 per share. Following this trade, he directly holds 40,901 common shares.
Separately, the filing reports indirect holdings attributed to investment entities: 1,251,900 shares held by Mithril LP and 5,160,301 shares held by Mithril II LP. Royan may be deemed to have beneficial ownership through these entities but disclaims beneficial ownership except to the extent of any pecuniary interest.
Fractyl Health, Inc. held its 2026 Annual Meeting of Stockholders, where shareholders elected three Class II directors and ratified the company’s independent auditor. Ian Sheffield, Marc Elia, and Clive Meanwell were elected to three-year terms ending at the 2029 annual meeting.
Of 158,648,963 common shares outstanding as of April 17, 2026, 112,236,206 were represented at the meeting, reflecting approximately 70.7% of the voting power. Shareholders also approved the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
FRACTYL HEALTH, INC. director William Bradley reported an open-market purchase of 68,493 shares of Common Stock at about $0.7348 per share, bringing his direct holdings to 84,622 shares. He also received a grant of stock options for 22,500 shares at a $0.7318 exercise price, expiring in 2036-06-09, which vest at the next annual stockholder meeting or the first anniversary of grant, subject to continued board service.
FRACTYL HEALTH, INC. director Samuel Conaway received a grant of stock options covering 22,500 shares of common stock at an exercise price of $0.7318 per share. These options were awarded as compensation for his board service and will vest in a single installment on the earlier of the next annual stockholder meeting or the first anniversary of the grant, subject to continued board service. Following this award, he holds 22,500 stock options directly.
FRACTYL HEALTH, INC. director Ajay Royan received a grant of stock options covering 22,500 shares of common stock at an exercise price of $0.7318 per share as compensation for service on the board.
The options vest in a single installment on the earlier of the next annual stockholder meeting or the first anniversary of the grant, subject to his continued service as a non-employee director, and expire on June 9, 2036. Following this award, Royan holds 22,500 stock options directly.